UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 8, 2024
HOLLEY INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-39599 | 87-1727560 |
(State or other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
1801 Russellville Road, Bowling Green, KY | | 42101 |
(Address of principal executive offices) | | (Zip Code) |
(270) 782-2900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading
Symbol(s) | | Name of each exchange
on which registered |
Common stock, par value $0.0001 per share | | HLLY | | New York Stock Exchange |
Warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | | HLLY WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 | Results of Operations and Financial Condition. |
On May 8, 2024, Holley Inc. (the “Company”) issued a press release announcing its financial results and operational highlights for the Company’s quarter ended March 31, 2024 and providing outlook and guidance for the second quarter and full year 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
The information under Item 2.02 of this Report, including Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, expect as expressly set forth by specific reference in such a filing.
Item 5.07 | Submission of Matter to a Vote of Security Holders. |
On May 2, 2024, Holley Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company: (1) elected three Class III directors for three-year terms; and (2) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal 2024. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 21, 2024 (the “Proxy Statement”).
The final voting results on the proposals considered at the Annual Meeting are set forth below.
1. | Election of Directors. Each of the nominees for director, as listed in the Proxy Statement, was elected to serve until the conclusion of the Company’s 2027 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified, with the voting results as follows: |
| Name | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Matthew Rubel | | 91,893,226 | | 2,512,371 | | 7,671,072 |
| Owen M. Basham | | 68,252,222 | | 26,153,375 | | 7,671,072 |
| Graham Clempson | | 72,399,750 | | 22,005,847 | | 7,671,072 |
2. | Ratification of Appointment of Independent Registered Public Accounting Firm. The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2024 was ratified, with the voting results as follows: |
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 101,990,271 | | 12,881 | | 73,517 | | -- |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. | | Description |
| 99.1 | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
| | HOLLEY INC. |
| | | |
| | By: | /s/ Jesse Weaver |
| | | Name: Jesse Weaver |
| Date: May 8, 2024 | | Title: Chief Financial Officer |
